Common use of NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY Clause in Contracts

NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. No Order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby or that would limit or affect Parent's ownership or operation of the business or assets of the Company; no suit, action, investigation, inquiry or Proceeding by any Governmental Authority shall be pending or threatened against Parent or the Company or any director or officer of either, as such, that challenges the validity or legality, or that restrains or seeks to restrain the consummation, of the transactions contemplated hereby, or that limits or otherwise affects or seeks to limit or otherwise affect Parent's right to own or operate the business or assets of the Company or that compels or seeks to compel Parent or any of its Subsidiaries to divest, abandon, license, dispose of, hold separate or take similar action with respect to any portion of the business, assets or properties (tangible or intangible) of Parent or any of its Subsidiaries or the Company; and no written advice shall have been received by Parent or the Company or by any of their respective counsel from any Governmental Authority, and remain in effect, stating that an action or Proceeding will, if the transactions contemplated hereby are consummated or sought to be consummated, be filed seeking to invalidate or restrain any such transaction or limit or otherwise affect Parent's ownership or operation of the business or assets of the Company. No Law or Order shall be enacted, entered, enforced or deemed applicable to the transactions contemplated hereby that makes the consummation of any such transaction illegal.

NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. No Order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby or that would limit or affect Parent's or Merger Sub's ownership or operation of the business or assets of the CompanyCompany or any Company Subsidiary; no suit, action, investigation, inquiry or Proceeding by any Governmental Authority shall be pending or threatened against Parent Parent, Merger Sub or the Company or any Company Subsidiary or any director or officer of eitherany thereof, as such, that challenges the validity or legality, or that restrains or seeks to restrain the consummation, of the transactions contemplated hereby, or that limits or otherwise affects or seeks to limit or otherwise affect Parent's or Merger Sub's right to own or operate the business or assets of the Company or any Company Subsidiary, or that compels or seeks to compel Parent or any of its Subsidiaries to divest, abandon, license, dispose of, hold separate or take similar action with respect to any portion of the business, assets or properties (tangible or intangible) of Parent or any of its Subsidiaries (including the Surviving Corporation) or the CompanyCompany or any Company Subsidiary; and no written advice shall have been received by Parent or Parent, Merger Sub, the Company or any Company Subsidiary or by any of their respective counsel from any Governmental Authority, and remain in effect, stating that an action or Proceeding will, if the transactions contemplated hereby are Merger is consummated or sought to be consummated, be filed seeking to invalidate or restrain any such transaction the Merger or limit or otherwise affect Parent's or Merger Sub's ownership or operation of the business or assets of the CompanyCompany or any Company Subsidiary. No Law or Order shall be enacted, entered, enforced or deemed applicable to the Merger or the other transactions contemplated hereby that which makes the consummation of any such transaction the Merger or the other transactions contemplated hereby illegal.

NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. No Order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby or that would limit or affect ParentBuyer's ownership or operation of the business e-Diagnostics Infrastructure or assets of the CompanyPurchased Assets; no suit, action, investigation, inquiry or Proceeding by any Governmental Authority shall be pending or threatened against Parent Buyer or the Company Seller or any director or officer of either, as such, that challenges the validity or legality, or that restrains or seeks to restrain the consummation, of the transactions contemplated hereby, or that limits or otherwise affects or seeks to limit or otherwise affect ParentBuyer's right to own or operate the business or assets of the Company Purchased Assets or that compels or seeks to compel Parent Buyer or any of its Subsidiaries subsidiaries to divest, abandon, license, dispose of, hold separate or take similar action with respect to any portion of the business, assets or properties (tangible or intangible) of Parent Buyer or any of its Subsidiaries subsidiaries or the Companye-Diagnostics Infrastructure or Purchased Assets; and no written advice shall have been received by Parent Buyer or the Company Sellers or by any of their respective counsel from any Governmental Authority, and remain in effect, stating that an action or Proceeding will, if the transactions contemplated hereby are consummated or sought to be consummated, be filed seeking to invalidate or restrain any such transaction or limit or otherwise affect ParentBuyer's ownership or operation of the business e-Diagnostics Infrastructure or assets of the CompanyPurchased Assets. No Law or Order shall be enacted, entered, enforced or deemed applicable to the transactions contemplated hereby that makes the consummation of any such transaction illegal.

NO GOVERNMENTAL OR OTHER PROCEEDING; ILLEGALITY. No Order of any Governmental Authority shall be in effect that restrains or prohibits any transaction contemplated hereby or that would limit or affect ParentBuyer's ownership or operation of the business or assets of the Company; no suit, action, investigation, inquiry or Proceeding by any Governmental Authority shall be pending or threatened against Parent Buyer or the Company or -------------------------------------------------------------------------------- STOCK PURCHASE AGREEMENT - EXECUTION COPY PAGE 45 CCS TECHNOLOGY, INC. 50 any director or officer of either, as such, that challenges the validity or legality, or that restrains or seeks to restrain the consummation, of the transactions contemplated hereby, or that limits or otherwise affects or seeks to limit or otherwise affect ParentBuyer's right to own or operate the business or assets of the Company or that compels or seeks to compel Parent Buyer or any of its Subsidiaries to divest, abandon, license, dispose of, hold separate or take similar action with respect to any portion of the business, assets or properties (tangible or intangible) of Parent Buyer or any of its Subsidiaries or the Company; and no written advice shall have been received by Parent Buyer or the Company or by any of their respective counsel from any Governmental Authority, and remain in effect, stating that an action or Proceeding will, if the transactions contemplated hereby are consummated or sought to be consummated, be filed seeking to invalidate or restrain any such transaction or limit or otherwise affect ParentBuyer's ownership or operation of the business or assets of the Company. No Law or Order shall be enacted, entered, enforced or deemed applicable to the transactions contemplated hereby that makes the consummation of any such transaction illegal.